PUGET SOUND EMERGENCY RADIO NETWORKIMPLEMENTATION PERIOD

INTERLOCAL COOPERATION AGREEMENT

TABLE OF CONTENTS

1,0 Rules of Construction and Definitions....,,..,,..,.,.,.,,,.,.,,,,.............,.,,,,,.,,.....,.,,,.^

2.0 Duration of Agreement.,..,,.,,,,.,,.,,,.,...,,.....,,,.,...,.,,............,..........,..............,,,., 7

3.0 The Parties' Responsibilities.,...,,,,.........,..,.,,.,...,.,...........................................^

4.0 Joint Board...................................................................................................... 8

5.0 PSERN System Implementation..................................................................... 13

6.0 Dispatch Center Equipment Implementation...,.;................,........................,... 17

7.0 Subscriber Radio Equipment Implementation,..,,,,.,.....,.....,.,.......,,.,.,,,,,,....,,,. 18

8.0 PSERN Project Budget for Implementation Period ,.......,.,......,.„..,.,....,,...,..... 20

9.0 Transfer of System for Operations Period....................................................... 22

10,0 Operations and Maintenance Pending Transfer,,,,,,,,,,,,,,,.,.,,...,..,.............,,.... 23

11,0 Intellectual Property, Confidential Information and Records..,.................,...,,,, 24

12.0 Force Majeure.,.,.,.....,..,..,:,,.........'........,..,.,.,,,....,...,........................,..,...,,...... 25

13.0 Termination of Agreement; Addition, Withdrawal and Removal of a Party...... 25

14.0 Legal Relations............................................................................................... 26

15,0 General ,,.....,„...,,„.,...,........,.....,.......,,.,,,,.,,..,,.,,,.,,.,.,.,.,,........,,...,...............,. 28

EXHIBITS

Ex. 1 Contracting Plan

Ex. 2 List of Party Owned/Controlled Sites

Ex. 3 List of Frequencies

Ex. 4 Cost Allocation Model

Ex, 5 List of User Agencies Eligible for Radio Exchanges

Ex. 6 Contact Information

PUGET SOUND EMERGENCY RADIO NETWORKIMPLEMENTATION PERIOD

INTERLOCAL COOPERATION AGREEMENT

This Intertocal Cooperation Agreement ("Agreement") is entered into pursuant to the

Interlocal Cooperation Act (Chapter 39.34 RCW) by and among King County ("County")and the Cities of Auburn, Bellevue, Federal Way, Issaquah, Kent, Kirkland, MercerIsland, Redmond, Renton, Seattle and Tukwila, each a political subdivision of the State

of Washington (individually, a "Party," and collectively, the "Parties").

RECITALS

A, The Parties, under various interlocal agreements, including the Emergency Radio

Communications System Interlocal Cooperation Agreement, are responsible for the

ownership, operations and maintenance of various elements in the current King CountyEmergency Radio Communications System (KCERCS), a voice radio system that is

nearly twenty years old and is increasingly unsupported by the supplier of the system's

equipment, software and repairs.

B. The Parties have determined that it is in the public interest that a new public safetyradio system be implemented that will provide public safety agencies and other user

groups in the region with improved coverage and capacity, and uniformly high-qualityemergency radio communications at a cost-effective price. Said new system is referredto herein as the "Puget Sound Emergency Radio Network System" or "PSERN System."

C, The Parties seek to finance the costs of implementing the PSERN System by afunding measure to be placed on the ballot by the King County Council for considerationby the qualified electorate in King County,

D. The Parties desire that the County act as the lead agency for planning, procurement,

financing and implementation of the PSERN System and that a new non-profitcorporation will be formed to assume the ownership and control of the PSERN System

following Full System Acceptance.

E. The purpose of this Agreement is to establish the terms under which the Parties will

undertake the planning; financing, procurement, site acquisition and development,

equipment installation, and other activities necessary to implement the PSERN System.

F. Concurrent with this Agreement, the Parties are entering into the "Memorandum of

Agreement Regarding Future Operation of Puget Sound Emergency Radio Network"

(the MOA) to establish agreement to some of the material terms of a future interlocal

agreement for governance of the new non-profit corporation, referred to herein as the"PSERN Operator", that will be created by the Parties and be responsible for the

ownership, operations, maintenance, and on-going upgrading/replacing of the PSERN

System during its anticipated useful life.

TERMS AND CONDITIONS OF AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, benefits and covenantscontained herein and other valuable consideration, the sufficiency of which is herebyacknowledged, the Parties agree to the above Recitals and the following terms andconditions.

1.0 RULES OF CONSTRUCTION AND DEFINITIONS

1,1 Rules of Construction

1.1.1 Unless the context requires otherwise, the singular form of a word shallalso mean and include the plural (and vice versa), and the masculine gendershall also mean and include the feminine and neutral gender (and vice versa).

1.1.2 References to statutes or regulations include all statutory or regulatoryprovisions consolidating, amending or replacing the statute or regulationreferred to.

1.1,3 References to sections, exhibits, attachments or appendices are to thisAgreement and references to articles or sections followed by a number shall bedeemed to include all subarticles, subsections, subclauses, subparagraphs andother divisions bearing the same number as a prefix.

1,1.4 The words "including," "includes" and "include" shall be deemed to befollowed by the words "without limitation".

1.1.5 The words "shall" or "will" shall be deemed to require mandatory action,

1.1.6 Words such as "herein," "hereof and "hereunder" are not limited to thespecific provision within which such words appear but shall refer to the entireAgreement taken as a whole.

1.1.7 Words such as "person" or "party" shall be deemed to include individuals,political subdivisions, governmental agencies, associations, firms, companies,corporations, partnerships, and joint ventures,

1.1.8 References to "days" shall mean calendar days unless expressly stated tobe "Business Days." If the due date for a task, payment, or any other requirementfalls on a Saturday, Sunday or holiday observed by the County, the due dateshall be deemed to be the next Business Day.

1,1.9 Words not otherwise defined that have well-known technical industrymeanings are used in accordance with such recognized meanings.

1.1.10 The headings and captions inserted into this Agreement are for

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convenience of reference only and in no way define, limit, or otherwise describethe scope or intent of this Agreement, or any provision hereof, or in any wayaffect the interpretation of this Agreement.

1,1.11 This Agreement was negotiated and prepared by the Parties and theirrespective attorneys, The Parties acknowledge and agree that the rule ofconstruction that an. ambiguous contract should be construed against the draftershall not be applied in any construction or interpretation of this Agreement.

1,1.12 The Parties agree that if any provision of this Agreement conflicts with aprovision of the Emergency Radio Communications System InterlocalCooperation Agreement such that the conflicting provisions cannot beharmonized, the provisions of this Agreement shall prevail,

1.2 Definitions

Words and terms shall be given their ordinary and usual meanings except that thefollowing terms are defined for this Agreement as follows:

1.2.1 Agreement means this Puget Sound Emergency Radio NetworkImplementation Period Interlocal Cooperation Agreement.

1.2.2 Alternate means a person appointed to serve in the absence of a JointBoard Representative,

1,2.3 Appointing Party(ies) means the City of Seattle, the EPSCA Cities, theValleyCom Cities and King County.

1.2.4 Confidential Information means any information in written, graphic, verbalor machine-recognizable form that: (a) is related to the PSERN System; (b) isprovided to a Party by another Party, the PSERN Contractor or another person orentity; and (c) is marked or Identified as "confidential", "proprietary," "trade secret"or similar designation.

1.2.5 Contract Change shall have the meaning set forth in Exhibit 1.

1.2.6 Cost Allocation Model means the method used for determining the userrates applicable to Dispatch Centers and User Agencies for fees they will pay toeither the County or the' PSERN Operator during the Operations Period.

1.2.7 County means King County, Washington.

1.2,8 Dispatch Center means a facility or an entity that uses the PSERN Systemto dispatch users of Subscriber Radios,

1.2.9 EPSCA means the Eastside Public Safety Communications Agency.

1,2.10 EPSCA Cities means the Cities of Bellevue, Issaquah, Kirkland, MercerIsland and Redmond, Washington.

1,2.11 Full System Acceptance (FSA) means the determination issued to thePSERN Contractor upon satisfactorily completing the final system developmentphase milestone.

1,2.12 Implementation Period means that period of time from the effective dateof this Agreement through and until the beginning of the first full month afterissuance of FSA.

1.2,13 Joint Board means the board formed by the Parties under thisAgreement.

1.2.14 KCERCS means the existing King County Emergency RadioCommunication System.

1.2.15 NAG means a notice of apparent completion issued under the contractwith the PSERN Contractor.

1.2.16 Operations Budget means the budget funded by fees from DispatchCenters and User Agencies to pay for the costs of operating, maintaining andupgrading the PSERN System after FSA,

1.2.17 Operations Period means the period that commences with the first fullmonth after FSA.

1,2.18 Party means a signatory to this Agreement and excludes a signatory thatwithdraws from this Agreement.

1.2.19 Project (or PSERN Project) means all authorized activities relating to theplanning, analysis, design, development, acquisition, site development,installation, testing, training, and operation of the PSERN System until FSA,starting-up a new PSERN Operator, transferring the PSERN System to sameand any decommissioning, contract close-out and other project completionactivities.

1.2.20 Project Budget means the budget approved by the Joint Board to spendthe funds the County Council has appropriated to carry out PSERN Projectactivities and to fund the Rate Stabilization Allocation described at Section 8.8 ofthis Agreement.

1,2,21 Project Fund means the funds held by the County to fund the ProjectBudget including proceeds from the County-wide levy and proceeds from anybond or debt instruments.

1.2.22 Project Director means the County employee assigned to lead Projectactivities.

1,2,23 PSERN means the Puget Sound Emergency Radio Network,

1.2.24 PSERN Contractor means the prime contractor under County Contract#5729347 (or the County Contract) that is responsible, among other things, forsupplying the PSERN System's equipment and software.

1.2.25 PSERN Operations Period ILA (or Operations Period ILA) means thefuture interlocal cooperation agreement to be entered into by the Parties inaccordance with the MOA in order to establish the terms under which the PSERNOperator will own, operate, maintain, manage and upgrade/replace the PSERNSystem during the Operations Period.

1,2,26 PSERN Operator means the new entity to be formed pursuant to, theMOA and Section 9,1 of this Agreement to own, operate, maintain, manage andupgrade/replace the PSERN System during the Operations Period.

1.2.27 PSERN Project (see "Project").

1.2.28 PSERN System or System means all the elements constituting thePSERN System, excluding Subscriber Radios unless the context indicatesinclusion,

1.2.29 Representative means a person appointed by an Appointing Party(ies) toserve on the Joint Board.

1.2.30 Subscriber Radio means an end user radio and includes a mobile(vehicular) and portable (handheld) radio which has been authorized andprogrammed to operate on the System.

1.2.31 User Agency means an entity that uses the PSERN System under a validUser Agency Agreement for its employees' radio communications.

1,2.32 User Agency Agreement means an agreement executed between theCounty or the PSERN Operator, as appropriate, and a User Agency establishingthe terms under which a User Agency is allowed to access and use the System.

1.2,33 ValleyCom means the Valley Communications Center,

1.2.34 ValleyCom Cities means the Cities of Auburn, Federal Way, Kent,Renton, and Tukwila, Washington.

2.0 DURATION OF AGREEMENT

2.1 This Agreement shall take effect on the date when last signed by an authorizedrepresentative of each Party,

2.2 Unless extended by written amendment as provided in Section 15.10 orterminated earlier as provided in Section 13, this Agreement shall expire upon theissuance of FSA and the County's written notice to the other Parties that all Projectactivities have been completed.

2.3 Notwithstanding Section 2.1 and 2.2 above, if the Project is not funded by a voterapproved measure prior to January 1, 2018, this Agreement shall terminate on January1, 2018 unless extended by agreement of the Parties.

3.0 THE PARTIES' RESPONSIBILITIES

3,1 Appointing Representatives to Joint Board

The Parties, or groups of Parties, shall appoint Representatives to the Joint Board asprovided under Section 4.

3.2 Use of Land and Improvements

To the extent provided in Section 5.3, each Party agrees to make land andimprovements available for PSERN System use.

3.3 Use of Licensed Spectrum

To the extent provided in Section 5,4, each Party agrees to make licensed spectrumunder its direct or indirect control available for PSERN System use.

3.4 Cooperation on PSERN System Activities

Each Party understands and agrees that it is essential to public safety, within itsjurisdiction and throughout King County, that the PSERN System be implementedwithout delay. In support of that objective, each Party agrees to cooperate in good faithwith each other in all activities related to the PSERN System's implementation, operationand maintenance, which cooperation shall include: promptly responding to requests forinformation among the Parties; exercising best efforts to expedite the processing andexecution of any requested reviews, inspections, approvals, permits, leases andagreements; and timely performing any construction, installation, testing andmaintenance activities related to the PSERN System,

3,5 Other Responsibilities

The Parties shall be responsible for such other activities and obligations as are specifiedherein or arise from a Joint Board action,

4.0 JOINT BOARD

4.1 Creation of Joint Board

By executing this Agreement, the Parties hereby create a Joint Board pursuant to ROW39,34.030(4), The Joint Board is riot a separate legal or administrative entity within themeaning of RCW 39,34.030(3). The Joint Board shall oversee the activities of theParties in connection with the PSERN System as provided in this Agreement, The JointBoard shall act on behalf of all Parties and as may be in the best interests of the PSERNProject. The Joint Board is not authorized to enter into contracts, own assets, or hireemployees.

4.2 Joint Board Representatives

4,2.1 The Joint Board shall consist of four (4) voting Representatives appointedas follows by the Parties, or groups of Parties:

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a. City of Seattle: one (1) Representative and one (1) Alternate.

b, Cities of Bellevue, Issaquah, Kirkland, Mercer Island and Redmondcollectively: one (1) Representative and one (1) Alternate.

c. Cities of Auburn, Federal Way, Kent, Renton and Tukwila collectively:one (1) Representative and one (1) Alternate.

d. King County: one (1) Representative and one (1) Alternate.

4.2.2 The non-voting Chair of the Joint Board shall be the Deputy CountyExecutive or his/her designee. The Chair or designee shall conduct the JointBoard's meetings and supervise the administrative activities related to meetingsincluding scheduling, preparing the agendas, providing reports and otherinformation materials to the Representatives and creating records of Joint Boardactions.

4.2.3 The Joint Board may also appoint a chief of a police agency and a chief ofa fire agency to serve as non-voting participants on the Joint Board, provided

. they are from agencies within King County.

4.2.4 The County Executive, the Mayor of the City of Seattle, the Mayors of theEPSCA Cities, and the Mayors of the ValleyCom Cities shall each provide to theJoint Board's Chair a written notice identifying the names of a primaryRepresentative and an alternative Representative (Alternate) who are authorizedto speak, vote and otherwise act on behalf of their respective Appointing Party orgroup of Parties. Such notices shall include the name(s), contact information andeffective date(s) of the appointments.

4,2,5 An Alternate may only speak and vote on behalf of his/her AppointingParty(ies) if: (a) the Chair has received written notice of the Alternate'sappointment; and (b) the primary Representative is absent from the meeting.References in this Agreement to a "Representative" shall include an Alternatewho has been appointed in accordance with this Agreement and is acting in theabsence of the primary Representative,

4.2.6 The Appointing Party or group of Parties shall promptly replace anyvacancy in its positions of Representative and Alternate and may, at any time,replace its Representative or Alternate by giving the Chair of the Joint Boardwritten notice of the change including: the name(s), contact information andeffective date(s) of the replacement(s).

4.2.7 Each Representative and each Alternate shall be an employee of his/herAppointing Party(ies), ValleyCom or.EPSCA. No Representative or Alternateshall be deemed to be an employee of, or entitled to compensation from, anyParty other than his/her Appointing Party,

4.3 Quorum and Meeting Procedures

4,3,1 A quorum for a meeting of the Joint Board shall be all four (4) votingRepresentatives and the Chair or his/her designee.

4,3.2 The Joint Board shall establish procedures for its operations and meetings,including establishing regular monthly meeting schedule and location andproviding for the scheduling of special and emergency meetings. To the extentallowed by Washington law, the Joint Board may establish procedures forconducting meetings by telephonic or other electronic means provided that allRepresentatives and members of the public are able to hear each other duringthe meeting. If such procedures are established by the Joint Board, anyRepresentative participating in a meeting by such means is deemed to bepresent at the meeting for all purposes including establishing a quorum.

4.3.3 The Joint Board shall take action by the unanimous vote of all four (4)voting Representatives,

4.3.4 Representatives must be present at a meeting to vote and may not vote byproxy.

4.3.5 The voting Representatives may select an acting Chair to serve in theabsence of the Chair or his/her designee.

4.3.6 The Joint Board shall comply with applicable requirements of theWashington State Open Public Meetings Act (Chapter 42.30 RCW).

4.4 Joint Board Actions

4.4,1 The Joint Board shall oversee the implementation, operation andmaintenance of the PSERN System to the extent provided in this Agreement, Infurtherance of that oversight, the Joint Board is specifically authorized to take thefollowing actions:

a. Amend this Agreement including any exhibits without legislativeapproval by the Parties;

b. Establish committees and advisory groups, including an advisoryoperations board of emergency radio users, to perform activities relatedto the PSERN Project or to provide reports or recommendations to theJoint Board related to the PSERN Project;

c. Adopt and amend policies, business rules, procedures, standards andguidelines related to the PSERN System including System access anduse, security, and System and Subscriber Radio maintenance, upgradingand security;

d. Approve the Project Budget subject to County Council appropriation;

e. Approve contracts related to the Implementation Period;

f. Approve those leases related to the PSERN System for which themonthly rent exceeds the per site monthly rent authorized in the ProjectBudget;

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g. Approve changes to PSERN System-related contracts if the cost of thechange exceeds the authority granted to the Project Director under theContracting Plan attached hereto and made a part hereof as Exhibit 1;

h. Approve the PSERN System design and any changes to sameaffecting System performance;

i, Approve the issuance by the County to the PSERN Contractor ofNotice of Apparent Completion (NAG) of the following milestones:

(i) Milestone 3H: System Optimization and RF CoverageTesting

(ii) Milestone 3J Operational and Functional System Test

(iii) Milestone 3K Pilot Test with 100 Users

(iv) Milestone 5C Full System Acceptance

j. Approve a transition plan that defines the tasks, responsibilities andschedule for transitioning from the KCERCS to the PSERN Systemincluding moving Dispatch Centers and User Agencies onto the PSERNSystem;

k. Approve agreements between the County and User Agencies andDispatch Centers establishing the terms and conditions for access to anduse of the PSERN System;

I, Approve such other actions as are specified under this Agreement asbeing made by the Joint Board;

m. Delegate the Joint Board's authority under this Agreement subject tosuch limitations and conditions as the Joint Board may establish; and

n. Approve a Party's request to withdraw from this Agreement and theterms and conditions of such approval in accordance with Section 13.

4.4.2 Notwithstanding any grant of authority to the Joint Board as set forth in thisAgreement, the Joint Board shall not take any action that would negatively affectthe taxability of bonds or other debt instruments issued by the County from theCounty-wide levy funds collected for the Project.

4,4.3 The PSERN System-related contracts will require prompt review ofdeliverables and notices of milestone completion. The Joint Board shall holdspecial meetings as needed and take action in a timely manner so as to avoiddelay and other claims by PSERN System-related contractors,

4.5 Impasse Resolution Procedure

4.5.1 If a matter requiring Joint Board action is moved at a Joint Board meetingbut fails for lack of a unanimous vote by all four (4) Representatives, a voting

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Representative may submit written notice of an impasse to the otherRepresentatives and the Joint Board Chair. The notice shall include a statementof the action being sought and the history of any Joint Board deliberation orvote(s) on the matter,

4,5,2 Within seven (7) days of receipt of a notice of impasse, the Chair or his/herdesignee shall designate a mediator to assist the Joint Board in resolving theimpasse. The mediator shall be experienced in resolving disputes in publicsector capital projects and may not be an employee of any of the Parties.

4.5,3 The Parties agree that it Is essential to the success of the PSERN Projectthat any impasse be resolved as quickly as possible and accordingly agree toinstruct their respective Representatives to cooperate with the mediator in goodfaith including expediting responses to any mediator requests for information anddiscussion,

4,5,4 The mediator shall promptly investigate the impasse and the respective .positions of the voting Representatives. The mediator may recommend one ormore non-binding alternatives for resolving the impasse. Regardless of theoutcome of the mediation, each Party shall pay an equal percentage share of thecost of the mediator's fees and expenses, if any. The County shall pay themediator and invoice each Party for its share, Each Party shall pay the Countywithin thirty (30) days after receiving the invoice.

4.5,5 If the impasse is not resolved within ten (10) days of the mediator providinghis/her recommendation(s), the Elected Executives Committee (EEC) shall meetwith the Joint Board to attempt to resolve the impasse. The EEC shall becomposed of the King County Executive; the Mayor of the City of Seattle; oneelected official designated by the EPSCA Cities; and one elected officialdesignated by the ValleyCom Cities. The Joint Board and the EEC shallconvene to consider the matter and attempt to reach a resolution, which mayinclude re-submitting the matter for a Joint Board vote, not later than twenty (20)days after the date the mediator provided his/her recommendation(s),

4.6 Emergency Procedures

In the event that an emergency, as defined by ROW 39.04.280, has or may have direct,significant and material negative effects on the implementation, operation andmaintenance of the PSERN System, the Parties acknowledge that for all contractsentered into by the County and supported by levy funds, the King County Executive shallhave the authority to issue a determination of emergency and the provisions of KingCounty Code 2.93.080 shall apply. The Project Director shall communicate to theParties each decision made pursuant to any emergency determination as soon asreasonably possible,

4.7 Record of Action

Actions by the Joint Board shall be memorialized in writing and signed by the Chair oracting chair of the Joint Board, A copy of each action shall be distributed to each JointBoard Representative and Alternate within ten (10) Business Days of the action.

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4,8 Joint Board Administrative Support

The County shall provide administrative support for'the Joint Board. The cost ofproviding such support shall be covered by the PSERN Project Budget during theImplementation Period and by the PSERN Operations Budget during the OperationsPeriod,

5.0 PSERN SYSTEM IMPLEMENTATION

5.1 Project Management

The County will be responsible for performing all Project management activitiesincluding;

a. all personnel actions related to the Project Director and other Countyemployees assigned to Project activities;

b, scheduling and management of day-to-day Project activities;

c, developing a Project Budget and obtaining County Councilappropriation(s), approving expenditures, and tracking expendituresagainst the Project Budget including its contingency;

d, developing, tracking, and updating all required Project documentation;

e, developing and performing all financial, accounting and inventory-control processes including establishing a Project Fund to receive levyand bond proceeds, processing invoices and making payments anddistributions from the Project Fund, responding to audits, and tracking thereceipt and distribution of equipment and other deliverables inaccordance with applicable laws, regulations and policies;

f, developing and implementing a transition plan for Joint Board approval;

g. coordinating PSERN Project activities with the Parties and theKCERCS's users; and

h. providing regular reports to the Joint Board on the Project's activitiesduring the Implementation Period.

5.2 Contracting and Equipment Ownership

5,2.1 Subject to Joint Board approval, the County will procure, execute andadminister all contracts, licenses and agreements related to the planning,analysis, design, development, installation, construction and testing of theequipment, software, facilities, improvements and other elements of the PSERNSystem.

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5.2.2 The Project Director shall be responsible for contract procurement andcontract administration activities in accordance with Exhibit 1,

5.2.3 As the Party entering into the contract(s), the County will become theowner of the delivered PSERN System equipment except as provided in Section7 for Subscriber Radios, The County will transfer said ownership to the newPSERN Operator formed in accordance with Section 9 and the MOA.

5.3 PSERN System Sites

5.3.1 Subject to Joint Board approval if required under Section 4.4.1(f), theCounty will enter into leases and other arrangements to acquire the rights, foritself and its contractors, successors and assigns, to access, install, use,develop, or construct towers, structures, equipment, facilities and otherimprovements as needed for PSERN System implementation.

5.3.2 The PSERN System sites identified in the List of Party Owned/ControlledSites, attached hereto and made a part hereof as Exhibit 2, are controlled directlyor indirectly by those Parties as indicated therein. If and to the extent a Party'sinterest permits, each such listed Party agrees to enter into a lease(s),assignment or other appropriate agreement with the County, to permit the use bythe PSERN System of the listed site(s) under its control on terms and conditionsno worse than the best terms and conditions (for the lessee)that are thenapplicable in a comparable lease, license or agreement with anothergovernmental entity. Consideration for such a lease may be provided as a cashpayment, credit, or reciprocal benefit.

5.3.3 If during the PSERN System design process, other potential locations forPSERN System equipment or facilities are identified on any land or anyimprovement (such as buildings and towers) in which any Party has anownership or tenancy interest, or otherwise controls, directly or indirectly throughEPSCA or ValleyCom, then subject to any legal limitations, such Party agrees toenter into a lease(s), assignment or other appropriate agreement with the Countyto permit the use of such land or improvements by the PSERN System.Notwithstanding the forgoing, a Party shall not be required to enter into anylease, assignment, or other agreement that impairs a Party's right and ability touse the equipment or facilities as necessary for KCERCS or the Party's ownpurposes. The land and improvements shall be offered to the County;

a. with a right of first refusal; and

b. on terms and conditions no worse than the best terms andconditions (for the lessee) that are then applicable in acomparable lease, license or assignment with anothergovernmental entity. Consideration for such a lease may beprovided as a cash payment, credit, or reciprocal benefit.

5.3,4 Nothing in this Agreement shall require a Party, ValleyCom, or EPSCA toterminate or interfere with an existing lease or use of land or improvements.

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5.3,5 The Parties will cooperate with the County in fulfilling its role aridresponsibilities under this Agreement. Without limiting the foregoing, the EPSCACities and the ValleyCom Cities shall propose and support measures at theEPSCA and ValleyCom boards, respectively, as necessary to effect the purposesand intent of this Section 5,3 and to the extent permitted by law, The Partiesacknowledge and support EPSCA and ValleyCom each directly entering into anagreement with the County by which each will agree, in consideration for itsopportunity (and/or its member cities' opportunity) to participate in the PSERNSystem, to be bound to the provisions of Sections 5.3.2 and 5.3,3 as they relateto property owned or controlled by EPSCA and ValleyCom respectively.

5.3.6 In the event the Project is not funded by a voter approved measure prior toJanuary 1,2018, and this Agreement terminates on January 1, 2018, all leasesand agreements entered into pursuant to this Section 5.3 shall also terminate onJanuary 1, 2018 unless otherwise agreed to by the parties to the lease oragreement.

5.4 Frequencies

5.4,1 The Parties agree that they will cooperate with the County in any FederalCommunications Commission process or application necessary to makeavailable, or cause to be made available, for use in the PSERN System thelicensed frequencies identified in the List of Frequencies attached hereto andmade a part: hereof as listed in Exhibit 3, and including any successorfrequencies under re-banding. As part of the PSERN System design process,the Parties agree to cooperate in the development of PSERN frequency plansincluding agreeing to relicensing frequencies from the sites In which they arecurrently used to other sites in the PSERN System. Further, the Parties willconsent to use of frequencies by the County and the PSERN Contractor underthe design standards of the PSERN System,

5.4.2 The Parties will cooperate with the County in fulfillihg its role andresponsibilities under this Agreement. Without limiting the foregoing, the EPSCACities and the ValleyCom Cities shall propose and support measures at theEPSCA and ValleyCom boards, respectively, as necessary to effect the purposesand intent of this Section 5.4. The Parties acknowledge and support EPSCA andValleyCom each directly entering into an agreement with the County by whicheach will agree, in consideration for its opportunity (and/or its member cities'opportunity) to participate in the PSERN System, to be bound to the provisions ofSection 5.4.1 as It relates to frequencies licensed to or controlled by EPSCA andValleyCom respectively.

5.4.3 In the event a Party withdraws or otherwise terminates its participation inthis Agreement and the PSERN System, it shall surrender all rights and interestsit may have or claim to have in any frequencies determined by the Joint Board tobe necessary for the PSERN System, The provisions and obligations of thisSection 5,4 shall survive a Party's termination or withdrawal from, thisAgreement.

5,4.4 The Parties agree to take all steps necessary to ensure that all spectrumused in the PSERN System is transferred to and licensed in the name of the

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PSERN Operator to which ownership of the PSERN System is transferred afterFSA. Said transfer and re-licensing shall be effected within sixty (60) days afterownership of the PSERN System has been transferred to the PSERN Operator.

5,4.5 Any frequencies currently used in KCERCS which are not reused in thePSERN System shall remain in the name of the original licensee under KCERCSand shall not be transferred to the PSERN Operator.

5.4.6 If the PSERN Project is terminated prior to FSA, or if following FSA thePSERN System is abolished in its entirety, the PSERN Operator (or if it has notyet been created, the County) will take all steps necessary to transfer thefrequencies surrendered pursuant to this Section 5.4 back to each of the Parties,EPSCA, and ValleyCom, and/or their successors.

5,5 Transition from KCERCS to the PSERN System

5.5.1 The Parties agree to continue to operate and maintain the central switch,sub-systems and other elements of KCERCS to the extent the Parties directly orindirectly control such elements until the issuance of FSA of the PSERN Systemor such other time as the Joint Board approves,. Nothing in this Agreement shallbe interpreted to require a Party to undertake any action that would adverselyand materially impact a Party's ability to operate KCERCS as necessary forpublic safety through the Implementation Period.

5,5.2 The Parties shall cooperate with each other in implementing the transitionfrom the KCERCS to the PSERN System including:

a. moving or removing, or causing/permitting such moving or removing, ofKCERCS equipment to accommodate the installation of PSERN Systemequipment;

b. consenting to the use by the County of frequency licenses for use inthe PSERN System during the Implementation Period and until thelicenses are transferred to the PSERN Operator, by:

(1) executing letters of concurrence allowing the County to be aco-licensee for those frequencies during the ImplementationPeriod; and

(2) unlicensing those frequencies used by PSERN;and

c. timely performance of all applicable tasks and responsibilities specifiedin the Transition Plan adopted by the Joint Board.

5,5,3 The County will ser»/e as the PSERN System manager and enter intoagreements with Dispatch Centers and User Agencies establishing the terms andconditions for their transition to and use of the PSERN System, as more fullydescribed in Sections 6 and 7,

5.5,4 Through their direct or indirect participation on the KCERCS's RegionalCommunications Board, the Parties agree to take such actions as are necessary

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to effect the purposes of this section and any other matter necessary to thetransition from the KCERCS to the PSERN System,

5,6 Decommissioning of KCERCS

It is expected that through the PSERN Project, all KCERCS equipment will bedecommissioned and removed, However, to the extent KCERCS equipment is notdecommissioned and removed due to a decision by the Joint Board or a Party, theParties shall be responsible for decommissioning the elements of the KCERCS that theyown or are owned by entities in which they participate.

6.0 DISPATCH CENTER EQUIPMENT IMPLEMENTATION

6,1 Dispatch Center Equipment

The PSERN Project Budget will fund the purchase of certain PSERN System equipmentthat will be installed at Dispatch Centers in King County in a like-for-like exchange ofexisting KCERCS-related equipment in order to enable the Dispatch Centers to accessand use the PSERN System. The County shall be the owner of said PSERN Systemequipment during the Implementation Period and will transfer ownership to the PSERNOperator as provided in Section 9,

6.2 Dispatch Center Agreements

Neither the County nor the PSERN Operator may deny consoles or console service toany Dispatch Center. However, as a condition of using said consoles and the PSERNSystem, each Dispatch Center shall enter into a Dispatch Center Agreement with theCounty or the PSERN Operator. The County and the PSERN Operator shall makeconsoles and console service available to each Dispatch Center on substantially similarterms and conditions. The Dispatch Center Agreement shall include, among othersterms, the following:

a, a grant by the Dispatch Center to the County and its successors andassigns for the space, access rights, power, fiber connections, internetaccess and other resources necessary for the County and its contractorsto deliver, store, install, test, operate and maintain PSERN Systemequipment;

b. the quantities and types of equipment that will be funded by thePSERN Project Budget and installed at the Dispatch Center;

c. the schedule and locations for installation and testing of saidequipment and training users;

d. the provision that the County or PSERN Operator, as appropriate, willprovide maintenance, updates, and upgrades to consoles for as long asthey shall remain in service and owned by the County or the PSERNOperator;

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e. the process for repairing/replacing/upgrading equipment;

f, the obligations for the Dispatch Center to pay the user fees and othercosts of connecting to the PSERN System during the Operations Period;

g. the Dispatch Center is responsible for theft, damage or other loss afterdelivery of equipment to the Dispatch Center's facility; and

h. a commitment by the Dispatch Center to execute a novation replacingthe County with the new PSERN Operator for the Operations Period.

If a Party or entity is both a Dispatch Center and a User Agency, the above provisionsmay be addressed in a single Dispatch Center/User Agency Agreement.

7.0 SUBSCRIBER RADIO EQUIPMENT IMPLEMENTATION

7,1 County Purchase of Initial Order of Subscriber Radios

Pursuant to an executed User Agency Agreement as provided in Section 7.4, the Countywill purchase initial orders of Subscriber Radios on behalf of all User Agencies.Ownership of said County-purchased Subscriber Radios will be transferred to the UserAgencies within the same fiscal year that the Subscriber Radios are put into service.User Agencies may enter into "piggyback" contracts with the PSERN Contractor for thedirect purchase of additional Subscriber Radios.

7.2 Project Funding for Cprtain Subscriber Radios

The PSERN Project Budget will be used to fund .the initial order of certain types ofSubscriber Radios and accessories for the User Agencies identified in the List of UserAgencies Eligible for Radio Exchanges, which is attached hereto and made a part hereofas Exhibit 5. A User Agency listed in Exhibit 5 shall be eligible to receive a Project-funded Subscriber Radio and a kit of standard accessories in exchange for a trade-inradio used in the KCERCS, provided that each trade-in radio:

a. was an active radio in the KCERCS zone controller within thirty (30)days prior to the date of the exchange; and

b. is an operable radio at the time of the exchange.

The new Subscriber Radio funded by the Project Budget shall be the type of radio that isthe nearest equivalent to the trade-in radio.

7.3 Payments by User Agencies

7.3.1 A User Agency that is listed on Exhibit 5 shall pay the County for theadded costs of any Subscriber Radios, features and accessories that are notcovered by the Project Budget under Section 7.2.

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7.3.2 A User Agency that is not listed in Exhibit 5 shall pay the County for the fullcost, including taxes, of any Subscriber Radio purchased by the County on itsbehalf,

7.3.3 The County shall establish the method and timing of such payments inadvance of placing an order with the PSERN Contractor.

7.4 User Agency Agreements

No User Agency may register or use a radio or other device on PSERN unless it hasentered into a User Agency Agreement with the County or the PSERN Operator.Neither the County nor the PSERN Operator may deny radios or radio service to anyagency permitted to be licensed in the Public Safety Radio Spectrum pursuant to 47C.F.R. Part 90 if that agency enters into and complies with the provisions of a UserAgency Agreement. The User Agency Agreements shall include, among other terms,the following:

a. the quantities and types of Subscriber Radios that will be funded bythe PSERN Project Budget and the amounts to be paid by the UserAgency;

b. designation of the User Agency's status (primary or secondary) andpriorities at the talkgroup level;

c. a grant of all space, access rights, power and other resources

necessary for the County and its contractors to deliver, store, install, andtest Subscriber Radios;

d. the schedule and locations for installation and testing of SubscriberRadios and user training;

e. the central management of encryption keys and the template forprogramming User Agency radios;

f. the prohibition with applicable timeframes on a User Agency's re-saleor transfer of any Subscriber Radios and the requirements for trackingand reporting all Subscriber Radios to the County;

g, the terms for use of the System including acceptable equipmentmodels and features, protocols, maintenance standards and otherconditions;

h. the process for repairing/replacing Project-funded Subscriber Radiosthrough the end of the warranty period;

i. the obligations for the User Agency to pay the user fees and othercosts of connecting to the PSERN System during the Operations Period;

j. the User Agency is responsible for theft, damage or other loss afterdelivery of equipment to the User Agency's facility; and

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k, a commitment by the User Agency to execute a novation replacing theCounty with the new PSERN Operator for the Operations Period.

8.0 PSERN PROJECT BUDGET FOR IMPLEMENTATION PERIOD

8.1 Funding of Project Budget

The PSERN Project Budget will be funded by proceeds from a County-wide property taxlevy and, as needed, proceeds from bond or other debt instruments issued by theCounty. The reimbursement and other payments provided under this Section areconditioned upon voter-approval of the funding levy and the County Council's adoptionof an appropriation for the PSERN Project Budget, Except as provided in thisAgreement or by action of the Joint Board, the City of Seattle, the EPSCA Cities, andValleyCom Cities shall not be required to reimburse the PSERN Project Budget or theCounty for costs incurred during the Implementation Period.

8.2 Elective Contract Change

8.2.1 Any Contract Change determined by the Project Director to be elective,must be approved in advance by the Joint Board. The Joint Board may approvethe Contract Change either as an elective Contract Change or if the Joint Boarddetermines the change is not elective, as a Contract. Change. At the time theJoint Board approves an elective Contract Change, it shall also approve areimbursement allocation for the cost of the elective Contract Change to be paidby one or more Parties in the event the Project Budget is insufficient to coversome or all of the cost of the elective Contract Change as described in Section8.2.2 below.

8.2.2 At the end of the Implementation Period, if the PSERN Project Budget isinsufficient to pay the reimbursements and payments provided in this Section 8,the Parties shall reimburse the PSERN Project Budget for all Elective ContractChanges according to the allocations approved by the Joint Board, up to theamount of the budget shortfall beginning with the first adopted Elective ContractChange and proceeding in chronological order.

8.3 Reimbursement of Planning Phase Costs

8.3.1 The County shall use the Project Budget to reimburse itself, the City ofSeattle, EPSCA and ValleyCom for the following costs incurred from August 1,2012, through the start of the Implementation Period:

a. the costs of staff labor hours expended on planning, analysis,procurement, legal and other PSERN System-related activities; and

b. the costs of technical, financial, consultant, legal and other contractorservices related to the PSERN System.

Reimbursement of labor hours shall be at the applicable hourly, monthly orannual rate that is used in the normal course when the employee's time is

20

charged for other purposes. Reimbursement for contractor services shall be atthe reasonable,.actual amount paid by the agency seeking reimbursement.

8.3.2 Requests for reimbursement under this Section 8.3 may be submitted tothe County after the County Council's adoption of a PSERN Project Budget andappropriation,

8.3.3 Requests shall be submitted on a form prescribed by the County and beaccompanied by such documentation as the County may require including timerecords and invoices.

8.4 Administrative, Election and Financing Costs

The Project Budget shall cover the County's costs of providing administrative support tothe Joint Board and the election, legal, financing, administration and other costsassociated with the levy and the issuance of any bonds or other debt financing.

8.5 Reimbursement of Implementation Period Costs

8.5.1 The Project Budget shall cover all of the County's costs incurred during theImplementation Period including:

a. payments to the PSERN Contractor and other contractorsb. County labor and internal chargesc, rents, fees and other costs related to real property access and

development activitiesd. insurance

e. equipment, tools, technology, devices, vehicles and suppliesf. travel

g, trainingh. fuel

i. freightj. utilitiesk. security systems and servicesI. road maintenance

m. cost of claims, litigation and related legal and other expenses.

8,5.2 The County shall use the Project Budget to reimburse the City of Seattle,EPSCA and ValleyCom for the costs expended during the Implementation Periodon all PSERN System-related activities contemplated or required under thisAgreement, including:

a, preparation for and participation at Joint Board and technicalcommittee meetings;

b. witnessing the PSERN Contractor's factory testing, field testing ofinfrastructure and coverage testing; and

c. escorting PSERN Contractor personnel to sites at which the City ofSeattle, EPSCA or ValleyCom have current KCERCS maintenanceresponsibilities.

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Reimbursement of labor hours shall be at the applicable hourly, monthly orannual rate that is used in the normal course when the employee's time ischarged for other purposes. Requests for reimbursement shall be submitted ona calendar quarter basis following the County Council's adoption of anappropriation for the PSERN Project Budget. Failure to submit a request withinsixty (60) days after the end of a calendar quarter shall constitute a waiver of anyreimbursement for cost incurred in said quarter. Requests shall be submitted ona form prescribed by the County and be accompanied by such documentation asthe County may require including time records and invoices.

8.6 Subscriber Radio Purchases

The Project Budget will be used to fund the initial order of certain types of SubscriberRadios and accessories as provided in Section 7.

8.7 PSERN Operator's Start-up Costs

Upon creation of a new PSERN Operator as provided in Section 9.1, the County shallpay to said PSERN Operator the amount specified in the Project Budget for the newPSERN Operator's pre-FSA expenses for start-up activities under Section 9,2 and theOperations Period ILA.

8.8 Rate Stabilization Allocation

The County shall, within the Project Budget, set aside a Rate Stabilization Allocation inthe amount of $ 2,619,406,00, the purpose of which shall be to reduce and phase in theimpact of increased console and radio rates on PSERN System User Agencies andDispatch Centers, By March 31 of the year prior to the expected date for FSA asprojected by the Project Director, the Joint Board shall adopt a Rate StabilizationAllocation plan.

9.0 TRANSFER OF SYSTEM FOR OPERATIONS PERIOD

9.1 Creation of a new PSERN Operator

Not later than one year prior to the expected date for FSA as projected by the ProjectDirector, the Parties shall create and establish a non-profit corporation as authorizedunder ROW 39.34,030 to own, operate, maintain, manage and upgrade/replace thePSERN System during the Operations Period.

9.2 Start-up of PSERN Operator

As provided in the Operations Period I LA, the Parties shall cause said new PSERNOperator to hire an Executive Director and staff, train staff, establish facilities, contractfor goods and services, install systems and undertake all other steps necessary for thePSERN Operator to be able to accept the transfer of the PSERN System from theCounty and be fully responsible for the Operations Period upon issuance of FSA by theJoint Board.

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9.3 Transfer and Novation Agreements

The Parties shall cause the PSERN Operator to enter into agreements with the Countyand third parties that effect the following upon FSA and after the County has determinedand notified the Parties that all Implementation Period activities have been completed:

a. transfer all PSERN System-related equipment (other than SubscriberRadios as provided in Section 7.0); and

b. the novation of the contract with the PSERN Contractor, the DispatchCenter and User Agency Agreements and all licenses, leases and othercontracts and agreements related to the PSERN System,

The Parties intend and agree that the PSERN Operator shall be deemed to be thesuccessor to the County for all PSERN System purposes and shall assume all of theCounty's rights, responsibilities and liabilities under said contracts, licenses, leases andagreements.

10.0 OPERATIONS AND MAINTENANCE PENDING TRANSFER

10.1 Interim Operations

If the transfer of the PSERN System is not completed as provided in Section 9.0 aboveand the PSERN Operations Period I LA, then the County may continue to operate andmaintain the PSERN System after FSA,

10.2 Cost Allocation Model

10.2.1 In the event the transfer to a new PSERN Operator has not occurred andif the County continues to act as the lead for operations and maintenance beyondFSA, the County will be paid monthly user rates by each Dispatch Center andUser Agency, based on the Cost Allocation Model at Exhibit 4, until the transferoccurs and the County has closed out its role and incurs no more costs.

10.2.2 The Cost Allocation Model shall be applied to an annual OperationsBudget developed by either the County or the PSERN Operator for eachcalendar year of operations after FSA. The Dispatch Center and User Agencyrates shall be recalculated annually to reflect cost changes from January 1through December 31 of each year, and shall be included in the OperationsBudget, which shall be subject to approval by the Joint Board.

10.2,3 By May 1 of each year, the County or PSERN Operator shall calculatethe share of costs to be billed to the Dispatch Centers and User Agencies inaccordance with the Cost Allocation Model and Operations Budget in the comingyear and transmit that information to each Dispatch Center and User Agency.

10.3 The County shall collect fees in accordance with the Dispatch Center and UserAgency Agreements.

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11.0 INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION ANDRECORDS

11.1 Intellectual Property

The Parties may be provided with products, documents or other deliverables related tothe PSERN System that are the subject of copyright, trade secret and other intellectualproperty rights of, or claims of such rights. Each Party agrees that it will exercise anyintellectual property license rights in accordance with the license provisions of theCounty Contract and any other applicable licenses so long as the Party has prior noticeof the license requirements.

11.2 Confidential Information

11.2.1 Each Party agrees that it will: (a) limit the distribution of ConfidentialInformation to those employees, contractors or other persons who have areasonable business need to know such information; and (b) take all reasonablecare, and not less than the care the Party applies to its own confidentialinformation, to prevent unauthorized use or disclosure of ConfidentialInformation. Each Party agrees that it will not. use, copy, convey or disclose anyConfidential Information to any other person or entity unless expressly authorizedin writing by the person that provided the Confidential Information or as may berequired by law.

11.2.2 Such care shall include: (a) requiring such employees, contractors orother persons to sign a nondisclosure agreement; (b) requiring any contractors toalso undertake reasonable protection measures; and (c) promptly enforcing anyviolations of such agreements.

11,3 Records.

11.3.1 Each Party shall keep records as required by state law and inaccordance with such policies, procedures and retention schedules as may beestablished by the Joint Board. To the extent permitted by law, all records,accounts and documents relating to matters covered by this Agreement shall besubject to inspection, copying, review or audit by the Washington State Auditor orany Party. Upon reasonable notice, during normal working hours, each Partyshall provide auditors from the Washington State Auditor or the other Parties withaccess to its facilities for copying said records at their expense.

11,3.2 Each Party shall be responsible for responding to public disclosurerequests addressed to it in accordance with the Washington Public Records Act,Chapter 42,56 RCW, and such procedures as may be established by the JointBoard. If a Party receives a public records request for records related to thePSERN System, the Party receiving the request shall promptly notify the ProjectDirector and the Joint Board. Absent agreement by the Parties on otherarrangements, the Party receiving the request shall remain responsible forresponding to the requester. In the event a request for records is addressed tothe Joint Board but specifies records of a single Party, such Party shall assumeresponsibility for responding to the request. In the event a request for records isaddressed to the Joint Board but does not specify records of a single Party, the

24

County shall assume responsibility for coordinating the Parties' response to therequest.

11.3.3 If the requested records include any Confidential Information, the Partyreceiving the request shall promptly notify the Party or other person, or entity thatdesignated the information as Confidential Information, Any Party receiving apublic records request that includes Confidential Information shall not disclosethe Confidential Information for ten (10) business days in order to give theaffected Party or third party the opportunity to take whatever action they deemnecessary to protect their interests before disclosure of the ConfidentialInformation. A Party receiving a public disclosure request shall not be required totake any legal action in order to prevent disclosure of Confidential Information,nor shall a Party incur any liability to any other Party for disclosing ConfidentialInformation in response to a public disclosure request so long as the disclosingParty has complied with the provisions of this Section 11 .

12.0 FORCE MAJEURE

Acts of nature, acts of civil or military authorities, acts of war, terrorism, fire, accidents,shutdowns for purpose of emergency repairs, strikes and other labor disruptions, andother industrial, civil or public disturbances that are not reasonably within the control of aParty causing the Party's inability to perform an obligation under this Agreement are"Force Majeure Events." If any Party is rendered unable, wholly or in part, by a ForceMajeure Event, to perform or comply with any obligation or condition of this Agreement,such obligation or condition shall be suspended for the time and to the extent reasonablynecessary to allow for performance and compliance and restoration of normaloperations.

13.0 TERMINATION OF AGREEMENT; WITHDRAWAL OF A PARTY

13.1 Termination of Agreement by Joint Board.

The Joint Board may terminate this Agreement in its entirety by the unanimousaffirmative vote of all voting Representatives.

13,2 Withdrawal of a Party.

13.2.1 In the event that a Party desires to withdraw from this Agreement, it shallgive written notice to the Joint Board including its reasons therefor, a descriptionof the probable impacts on the other Parties, a description of the probableimpacts to the scope, schedule and budget of the PSERN Project and aproposed withdrawal work plan that will identify all necessary actions which needto be undertaken to effect the withdrawal.

13.2.2 Upon receipt of the above-described notice and information, the JointBoard will consider the request for withdrawal. The Joint Board may in its solediscretion approve a Party's request to withdraw from this Agreement and

25

establish any terms and conditions for approval. Approval requires a unanimousvote of all voting Representatives on the Joint Board.

13.2.3 A Party that is permitted to withdraw shall remain responsible for anyobligations that arose prior to the effective date of the withdrawal and for any thatare specified under Section 15.14 as surviving a withdrawal. A withdrawing Partyshall be solely liable for any actual costs to the other Parties arising out of orresulting from the withdrawal. Any such costs or other amounts owed under thisAgreement by a withdrawing Party shall be paid prior to the effective date of thewithdrawal or, if such amounts are not yet established, then within thirty (30)days after the amount is established.

14.0 LEGAL RELATIONS

14.1 Independent Contractors and No Third Party Beneficiaries

14.1.1 Each Party to this Agreement is an independent contractor with respect tothe subject matter herein. No joint venture or partnership is formed as a result ofthis Agreement.

14.1.2 Nothing in this Agreement shall make any employee of one Party anemployee of another party for any purpose, including, but not limited to, forwithholding of taxes, payment of benefits, worker's compensation pursuant toTitle 51 ROW, or any other rights or privileges accorded by virtue of theiremployment. No Party assumes any responsibility for the payment of anycompensation, fees, wages, benefits or taxes to or on behalf of any other Party'semployees. No employees or agents of one Party shall be deemed, or representthemselves to be, employees of another Party.

14.1.3 It is understood and agreed that this Agreement is solely for the benefit ofthe Parties, ValleyCom and EPSCA and gives no right to any other person orentity.

14,2 Claims Arising from the Joint Board's Acts or Omissions

The Parties agree to share the cost, including the costs of defense, in the event of anyclaim, lawsuit, demand, judgment, award or liability of any kind against the Joint Board,any Party, ValleyCom or EPSCA and their respective officials and employees("Claim(s)") arising out of, or in any way resulting from: (a) a Joint Board action or failureto act; or (b) the County's acts or omissions arising from a Joint Board action or failure toact. The Parties agree to share the costs arising from such a Claim(s), including thecosts of defense in the following percentages:

a. King County shall be liable for 25%;

b. City of Seattle shall be liable for 25%;

c. the EPSCA Cities shall be jointly and severally liable for 25%; and

26

d. the ValleyCom Cities shall be jointly and severally liable for 25%

The Parties agree to cooperate with each other as necessary in responding to anddefending against all such Claims, which may include developing a joint defense plan,

14.3 OtherClaims

Except for a Claim covered by Section 14.2, each Party to this Agreement shall protect,defend, indemnify, and save harmless the other Parties and their respective officials andemployees, from any and all Claims, arising out of, or in any way resulting from, theindemnifying Party's negligent acts or omissions. No Party will be required to indemnify,defend, or save harmless any other Party if the claim, suit, or action for injuries, death, ordamages is caused by the sole negligence of another Party. Where such claims, suits,or actions result from concurrent negligence of two or more Parties, the indemnityprovisions provided herein shall be valid and enforceable only to the extent of each

• Party's own negligence. Each of the Parties agrees that its obligations under thissubparagraph extend to any claim, demand, and/or cause of action brought by, or onbehalf of, any of its employees or agents. For this purpose, each of the Parties, bymutual negotiation, hereby waives, with respect to each of the other Parties only, anyimmunity that would otherwise be available against such claims under the IndustrialInsurance provisions of Title 51 RCW.

14,4 Waiver of Consequential and Certain Other Damages

ALTHOUGH EACH PARTY ACKNOWLEDGES THE POSSIBILITY OF SUCHLOSSES OR DAMAGES, EACH PARTY AGREES TO WAIVE ALL CLAIMS AGAINSTEPSCA, VALLEYCOM, THE OTHER PARTIES, AND THEIR RESPECTIVE OFFICALSAND EMPLOYEES FOR ANY: COMMERCIAL LOSS; INCONVENIENCE; LOSS OFUSE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHERSPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANYWAYRELATED TO OR ARISING FROM THIS AGREEMENT, PROVIDED THAT THISSECTION SHALL ONLY APPLY TO CLAIMS BETWEEN AND AMONG THE PARTIES,EPSCA AND VALLEYCOM, AND SHALL NOT BE INTERPRETED TO LIMIT ANYCLAIMS BROUGHT PURSUANT TO SECTION 14.3,

14.5 In the event that any of the Parties or combination of the Parties incurs anyjudgment, award, and/or cost arising therefrom, including attorney fees, to enforce theprovisions of this Section 14, all such fees, expenses, and costs shall be recoverablefrom the responsible Party or combination of the Parties to the extent of thatParty's/those Parties' culpability,

14.6 The provisions of this Section 14 shall survive the expiration or termination of thisAgreement.

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15.0 GENERAL

15.1 Filing of Agreement

Pursuant to RCW 39.34.040, prior to its entry into force, this Agreement shall be filedwith the King County Recorder's Office or, alternatively, listed by subject on a Party'sweb site or other electronically retrievable public source.

15,2 Time of the Essence

The Parties recognize that time is of the essence in the performance of the provisions ofthis Agreement.

15.3 Specific Performance

In the event a Party fails to perform an obligation under this Agreement, the other Partiesor any one of them shall have the right to bring an action for specific performance,damages and any other remedies available under this Agreement, at law or in equity,

' 15.4 No Waiver

No term or provision of this Agreement shall be deemed waived and no breach excusedunless such waiver or consent shall be in writing and signed by the Party or Partiesclaimed to have waived or consented. Waiver of any default of this Agreement shall notbe deemed a waiver of any subsequent default. Waiver of breach of any provision ofthis Agreement shall not be deemed to be a waiver of any other or subsequent breach.Waiver of such default and waiver of such breach shall not be construed to be amodification of the terms of this Agreement unless stated to be such through writtenapproval of all Parties.

15.5 Parties Not Relieved of Statutory Obligations

Pursuant to RCW 39.34,030(5), this Agreement shall not relieve any Party of anyobligation or responsibility imposed upon it by law except that to the extent of actual andtimely performance thereof by the Joint Board, the performance may be offered insatisfaction of the obligation or responsibility,

15.6 Nondiscrimination

The Parties shall comply with the nondiscrimination requirements of applicable federal,state and local statutes and regulations.

15.7 No Assignment

No Party shall transfer or assign a portion or all of its responsibilities or rights under thisAgreement, except with the prior authorization of the Joint Board,

15.8 Dispute Resolution

If one or more Parties believes another Party has failed to comply with the terms of thisAgreement, the affected Parties shall attempt to resolve the matter informally, If theParties are unable to resolve the matter informally, any Party may submit the matter to

28

mediation in accordance with the process provided in Section 4.5. If the Parties submitthe matter to mediation and the matter is not resolved, then the aggrieved Party shall beentitled to pursue any legal remedy available.

15.9 Entire Agreement

The Parties agree that this Agreement, including any attached exhibits, constitutes asingle, integrated, written contract expressing the entire understanding and agreementbetween the Parties. No other agreement, written or oral, expressed or implied, existsbetween the Parties with respect to the subject matter of this Agreement, and the Partiesdeclare and represent that no promise, inducement, or other agreement not expresslycontained in this Agreement has been made conferring any benefit upon them.

15,10 Amendment Only In Writing

This Agreement may be amended by action of the Joint Board in accordance withSection 4.4.1.

15.11 Notices

15.11,1 Any notice under this Agreement shall be in writing and shall beaddressed to the Chair of the Joint Board, the Project Director and to eachParty's Representative. Any notice may be given by certified mail, overnightdelivery, facsimile telegram, or personal delivery. Notice is deemed given whendelivered. Email may be used for notice that does not allege a breach or disputeunder this Agreement.

15.11.2 The names and contact information set forth in Contact Information,attached hereto and made a part hereof as Exhibit 6, shall apply until amendedin writing by a Party providing new contact information to each other Party.

15,12 Choice of Law; Venue

This Agreement and any rights, remedies, and/or obligations provided for in this

Agreement shall be governed, construed, and enforced in accordance with the

substantive and procedural laws of the State of Washington. The Parties agree that the

Superior Court of King County, Washington shall have exclusive jurisdiction and venue

over any legal action arising under this Agreement.

15.13 Severability

The provisions of this Agreement are severable. If any portion, provision, or part of thisAgreement is held, determined, or adjudicated by a court of competent jurisdiction to beinvalid, unenforceable, or void for any reason whatsoever, each such portion, provision,or part shall be severed from the remaining portions, provisions, or parts of thisAgreement and the remaining provisions shall remain in full force and effect.

29

15.14 Survival Provisions

The following provisions shall survive and remain applicable to each of the Parties

notwithstanding any termination or expiration of this Agreement and notwithstanding a

Party's withdrawal from this Agreement,

Section 11 Intellectual Property, Confidential Information and Records

Section 14 Legal Relations

Section 15,12 Choice of Law; Venue

Additionally, unless otherwise determined by the Joint Board, Sections 5.3 and 5.4 shallsurvive a Party's withdrawal from this Agreement.

15.15 Counterparts

This Agreement shall be executed in counterparts, any one of which shall be deemed tobe an original, and ati of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, authorized representatives of the Parties have signed theirnames in the spaces provided below.

KING COUNTY

6/xuA+i^

Approved as to Form:

^'Li-/. j^- 7'L-L '-^'^^

^eputy Prosecuting^torne^

CITY OF AUBURN

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

30

15.14 Survival Provisions

The following provisions shall survive and remain applicable to each of the Partiesnotwithstanding any termination or expiration of this Agreement and notwithstanding aParty's withdrawal from this Agreement.

Section 11 Intellectual Property, Confidential Information and Records

Section 14 Legal Relations

Section 15.12 Choice of Law; Venue

Additionally, unless otherwise determined by the Joint Board, Sections 5.3 and 5.4 shallsurvive a Party's withdrawal from this Agreement.

15.15 Counterparts

This Agreement shall be executed in counterparts, any one of which shall be deemed tobe an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, authorized representatives of the Parties have signed theirnames in the spaces provided below.

KING COUNTY

Name

Title.

Date

Approved as to Form:

Deputy Prosecuting Attorney

CITY OF AUBURN

^mcu.t^ku^Name tNU<ha/ 1&Q^ku6

Title r\C\V&r

Date &-1M5

Cit^Attorney

30

CIFTOF E^ELLEVUE

/d'^' \(C^^

Name ^^T'r- ^if^^<.

Title J}'s-/-^r^ ^/rv ^/^^f-iC.7r

Date ,6,^. ^-//<T~T

Attest:

City Clerk.

ARproyed

uw

f\^> ^\£iMAy^

(^if City Attorneyt/

Gin OF FEDERAL WAY

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

CITf OF ISSAQUAH

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

C\Tf OF KENT

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

31

CITY OF BELLEVUE

Name

Title.

Date

Attest:

City Clerk.

Approved as to Form:

City Attorney

CITY^F FEDERAL WAY

^

T^r^^y^-)'ame r \ \^-»^-\

Title ^\^\^>\^^

Date ; 1^-t 11^^r

Attest:

Cityaerk/^Oa^-I2!N^ADlSrbved as to R'.orryf!/

/<9-^W^

CITY OF ISSAQUAH CFTY OF KENT

Name

Title.

Date _

Attest:

City Clerk,

Approved as to Form:

Name

Title,

Date

Attest:

City Clerk.

Approved as to Form:

City Attorney City Attorney

31

CFTY OF BELLEVUE Cm OF FEDERAL WAY

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

Name

Title

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

CFTY OF ISSAQUAH

-^^—Name _Et^.d_£L(±l£il.

Titie H)a cj ft ^Date ?0/Z3/ZOl<r

Attest:

City Clerk.

Approved as to Forni;

1^Cit^ Attorrifey

1^—.

C\Tf OF KENT

Name

Title.

Date

Attest;

City Clerk

Approved as to Form:

City Attorney

31

CIPT OF BELLEVUE

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

OF

Name

Title.

Date

Attest:

City Clerk.

Approved as to Form:

City Attorney

CITf OF ISSAQUAH

Name

Title.

Date

Attest:

City Clerk.

Approved as to Form:

City Attorney

CVTfO

^^^%^_^

^L ^UOLYO^

'^//€^

Attest:

City Clerk.

Approved as to Forijn:

31

CITY OJ^IRKtA

^jgName \^^JT Tft^/€/f

Title Ci:hf Mwfer

Date J^ ^7, 3^/^"

Attest:

City Clerk ^ZU^

Approved as^t9,For/n:

~/rM^/\^^. City Attorney

Uu

CITY OF MERCER ISLAND

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

CITY OF REDMOND

Name

Title

Date

Attest;

City Clerk __Approved as to Forpi:

City Attorney

CITY OF RENTON

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

32

C\T^ OF ISSAQUAH CITY OF KENT

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

C\Vf OF KIRKLAND CITlf OF MERCER ISLAND

Name

Title.

Date

Attest:

City Clerk,

Approved as to Form:

City Attorney

^^-Name N 0£L FlZ^VT

Title CLIT^ mM\VY-€|E^

Date _2^S—Attest:

City C16s(k^

ApprovqcKas to jEp;

^?y\City Attorney

31

CH-Y OF KIRKLAND

Name

Title

Date

Attest:

City Clerk.

Approved as to Form:

City Attorney

Name

Title,

Date

Attest:

City Clerk.

Approved as to Form:

City Attorney

C\T^ OF REDMOND

^^OAf^-.Namey^Ufe G^I^S^y^

Title T)&<ur^ 6r/ /^o^^'5r^rr^

Date ^1^

'S^^L^/Appg^v^ as to Form;

City Atfomey

CITf OF RENTON

Name •

Title

Date

Attest:

City Clerk,

Approved as to Form:

City Attorney

32

CITY OF KIRKLAND

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

CITY OF MERCER ISLAND

Name

Title

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

CITY OF REDMOND

Name

Title

Date

Attest:

City Clerk

Approved as to Fonri:

City Attorney

CITY ^ RENTOC

1{4^ f/t^Name Denis Law

Title Mayor

Date January^. 2015

Attest: /

Chris L. Chau/ Deputy

ApEJ(i3?ed as to Form:

(^X (U^^s^City Attorney

32

CITY O^SE^TTI,

'w^-^,rU /-U-^//.Name _J^U£i

Titie cro

'.^

Date ifzi/w^

7^-t^-

CITY OF TUKWILA

Name

Title.

Date

Attest:

City Clerk

Approved as to Form:

City Attorney

33

CITY OF SEATTLE

Name

Title.

Date

Attest:

City Clerk

CITYPF TUKWJ

^%^<an^ ~^IY^. ^>r-fc?yv

Title.

Date

M^^/'V

J ~^f^Attest:

City Clerk

Approve?) as to Form:

M^2^M>^—-—-^-

City Attorney

33

Exhibit 1

Contracting Plan

1.0 General

1.1 This Contracting Plan sets forth the general contract procurement and contract

administration responsibilities of the County and its employees with regard to those contracts

determined to be necessary or desirable for the planning, implementation, testing, operation

and maintenance of the PSERN System during the term of the Agreement. Such contracts

include contracts with: (a) the vendor providing the PSERN System and Subscriber Radios; (b)the consultant designing the improvements at certain sites; and (c) the contractor constructing

said site improvements,

1.2 The Project Director, and those King County employees designated by the Project Director,

shall be responsible for the procurements and day-to-day administraUon of such contracts and

shall make all decisions related thereto subject to such approval by the Joint Board as may be

required by the Agreement

2.0 Contract Procurement Activities

2,1 The County shall be responsible for the following contract procurement activities:

a. drafting and issuing the applicable Invitations To Bid (ITBs) or Requests for Proposals("RFPs") and any modifications to these documents;

b. responding to questions and evaluating bids or proposals submitted in response to

the ITBs or RFPs;

c. conducting contract negotiations;

d. awarding contracts and responding to any protests pr challenges to the awards; and

e. responding to requests for County records related to the procurement processes.

2.2 The Joint Board may appoint technical or other committees to participate with the

County in the above procurement activities by providing timely review, comments and

recommendations to the Count/s Buyer and Project Director, as applicable.

3.0 Contract Administration Activities

3.1 The County shall be responsible for administering PSERN System-related contracts

including the following activities:

a. Monitoring contractors' compliance with contract schedule, scope, budget, quality

requirements, and all other terms and conditions;

b. Participating in inspections, testing and other compliance-verification measures;

c. Identifying performance deficiencies and requiring remediation;

d. Managing the Contract Change Order and amendment processes and performing

cost/price analyses of Contract Changes as necessary;.

34

e. Reviewing and responding to the contractors' deliverabtes and assertions of

milestone completion within prescribed review timeframes using the agreed upon

procedures;

f. Responding to and resolving contractor claims;

g. Processing and paying contractor invoices;

h. Administering warranty claims;

i. Coordinating communications between contractors and the owners of sites and

facilities at which PSERN System equipment will be located or current equipment will be

removed;

j. Coordinating communications between contractors and the owners of vehicles in

which PSERN System equipment will be installed;

k. Coordinating with User Agencies in the ordering of Subscriber Radios;

t. Coordinating internal and external audits;

m. Responding to information and public disclosure requests from the public and media;

n. Monitoring expenditures compared to the Project Budget, including use of

contingency amounts;

o. Providing reports to the Joint Board on contract administration and the current

status of the PSERN Project; and

p. Contract Ctose-out.

3.2 The Project Director shall develop appropriate procedures and practices for the activities

listed above. The Project Director may amend such procedures and practices as necessary.

3.3 The Parties acknowledge that it is essential the Project Director serve as the sole

communication conduit with each contractor on matters related to the PSERN System.

Unless specifically designated by the Project Director, the Joint Board Representatives,

their Alternates, members of any committees and the Parties and their employees,

representatives, consultants, and agents shall not communicate with the contractors on

PSERN System-related matters.

4.0 Contract Changes

4.1 The County shall execute in writing any changes or amendments to a contract's terms,

conditions, specifications, scope, schedule, price, or other requirements ("Contract Change").

4.2 Except in case of an emergency, the Project Director shall obtain prior-approval by the Joint

Board of any Contract Change that:

a. individually adds more than $200,000 in contract cost;

b. collectively, when combined with all other Contract Changes to the applicable

contract, adds more than $1,000,000 in cost to that contract;

c. adds more than thirty (30) days to a contract's schedule;

d. materially changes the PSERN System design;

e, "exceeds a PSERN Project Budget line item; or

f. that the Project Director determines to be elective.

35

5.0 Contractor Claims

5.1 In the event a contractor files a claim for additional time or money, the Project Director

shall notify the Joint Board of the requested Contract Change and whether the Project Director

approves or rejects same, The Project Director is authorized to negotiate and resolve such

claims, subject to the same limitations as regarding Contract Changes set forth above.

5.2 The Joint Board, its committees and the Parties shall cooperate with the Project Director

and support the Project Director in resp6nding, defending and/or resolving such claims including

collecting and providing information and participating in any dispute resolution and legal

proceedings related to such contractor requests or claims.

6.0 Conditions on Participation in Procurement and Contract Administration Activities

The Project Director may require, as a condition of participating in the PSERN System

procurement and contract administration activities, that Joint Board Representatives

and Alternates, committee members and any other individuals agree in writing to keep

information confidential and comply with all laws, regulations, PSERN System contracts,

County requirements and the provisions of this Agreement including provisions relating

to conflict of interest, confidentiality, records retention, records disclosure and other

requirements.

END OF EXHIBIT 1.

36

Exhibit 2

List of Party Owned/Controlled Sites

'^' :^.. -• '." ^ -.,..'. ... :'..... •.. : .r:..'--' . _.. -- __--..-.. ' . 1

Kiria. Countv Sites. --... ' , '• • gsattje Sites . Yaltevco'm §MS. EPSCA'SitesClear/iew - Apple Cove Cambridge Education HillCrista Capitol Hill McDonald Peak Norway HillFederal Way Northeast Skyway West Tiger MountainGrass Mountain West SeattleHarbo^iew Medical Center .KentiSites.: .;.:;: 'Redmonci^ifes;.,' .?^

King County Courthouse Cambridge Education HillKing County JailKing County Regional Justice Center Bellevue Sites . .^Marysville Water Tank Bellevue Fire Station 9Rattlesnake MountainRing HillSnoqualmiePassSobieski MountainSquak MountainTop HatView Park

Participating PSAP'S andDispatch Locations BothellPolice Department

PSAP Enumclaw PoliceDepartment PSAPHarborview Medical CenterDISPATCH Issaquah PoliceDepartment PSAPKing County CourthouseDISPATCH King County JailDISPATCH NORCOM 911PSAPKing County RCECCPSAP Redmond PoliceDepartmentPSAPKing County Regional JusticeCenter DISPATCH SeattleFire DepartmentPSAP Seattle Police DepartmentPSAP Seattle Public UtilitiesDISPATCH Sound Transit LCCDISPATCH Sound Transit OMFDISPATCH UW PoliceDepartment

37

PSAP ValleycomP SAPKing County Youth Service Center DISPATCH

END OF EXHIBIT 2.

38

Seattle

Fixed Mobile

851.1875 806.1875

851.4.125 806.4125

851,9375 806.9375

851.9875 806,9875

852.1625 807.1625

852.6875 807,6875

852.9125 807.9125

853.4375 808.4375

853.6625 808.6625

854.1125 809.1125

854.1875 809.1875

854.3625 809.3625

854.4125 809.4125

866.2875 821,2875

866.3125 821,3125

866.3375 821.3375

866.4375 821.4375

866.6875 821.6875

866.7125 821.7125

,866,7375 821,7375

866.S875 821.8875

867.2875 822,2875

867.7625 822.7625

867.7875 822.7875

868,1750 823.1750

868.4750 823.4750

868.6750 823.6750

868.8750 823.8750

866.1625 821.1625

866.4125 821.4125

866.6625 821.6625

868.2250 823.2250

868.6500 823.6500

868.9000 823.9000

867.5125 822.5125

Exhibit 3

List of Frequencies

EPSCA

Fixed Mobile

851.1375 806.1375

851.8875 806.8875

852.6375 807.6375

853.3875 808.3875

853.4125 808.4125

854.2375 809.2375

855.4875 810.4875

8G6.1625 821.1625

866,2125 821.2125

866.4125 821.4125

866.4625 821.4625

866.6625 821.6625

866.9125 821.9125

866.9875 821.9875

867.2250 822.2250

867.2500 822.2500

867.3125 822.3125

867,3625 822.3625

867.3875 822.3875

867.4875 822.4875

867.8125 822.8125

867.8875 822.8875

868.2000 823.2000

868.2250 823.2250

868,5250 823.5250

868.6500 823.6500

868.7750 823.7750

868.8250 823.8250

868.9000 823.9000

868.9500 823,9500

868.9750 823,9750

867.0125 822.0125

Vallevcom

Fixed Mobile

851.0625 806.0625

851.0875 806.0875

851.1625 806.1625

851.3625 806.3625

851.8125 806,8125

851.9625 806,9625

852.1125 807.1125

852.6125 807,6125

852.7125 807.7125

852.8625 807.8625

853.3125 808.3125

853.4875 808.4875

853.6125 808.6125

854.0875 809.0875

854.2875 809.2875

855.7125 810.7125

855.9875 810.9875

856.4375 811.4375

856.7125 811.7125

856.9375 811.9375

857.2625 812.2625

857.4375 812.4375

857.7125 812.7125

857,9375 812.9375

858,2625 813.2625

858.7125 813.7125

858.9375 813.9375

859,4375 814.4375

859.9375 814.9375

860.2625 815,2625

860.7125 815.7125

8663625 821.3625866.3875 821.3875

866.9375 821.9375

866.9625 821,9625

867.3375 822.3375867.4375 822.4375

39

King County King County

Fixed Mobile Fixed Mobile

154.9650 153.9950 866.3875 821.3875

155.1900 154.6500 866,4875 821.4875

155.3700 155,3700 866.4875 821.4875

460,5500 465.5500 866.5500 866,5500

851.0625 806.0625 866.5750 866.5750

851.0875 806,0875 866.6000 866.6000

851.1625 806.1625 866.6250 866.6250

851.3625 806.3625 866,6500 866.6500

851.8125 806,8125 866.9375 821.9375

851.9625 806.9625 866.9625 821.9625

852.1125 807.1125 . 867..3375 822.3375

852.6125 807.6125 867.4375 822.4375

852.8625 807.8625 867.4625 822.4625

853.3125 808.3125 867.6875 867.6875

853.4875 808.4875 867,6875 867.6875

853.6125 808,6125 867.7000 867.7000

854.0875 809.0875 867.7125 822.7125

854.2875 809.2875 867.8375 822.8375

855.2375 810.2375 867.8625 822.8625

855,9875 810.9875 867.9750 822.9750

856.2375 811.2375 868.0125 823.0125

856.4625 811,4625 868.2500 823,2500

856.4875 811.4875 868.4000 823,4000

856.9625 811.9625 868.4250 823.4250

856.9875 811.9875 868.4500 823.4500

857.2375 812.2375 868.5750 823.5750

857.4625 812.4625 868.7000 823.7000

857.4875 812.4875

858.2375 813.2375

858.4625 813.4625

858.4875 813,4875

858.9625 813,9625859.4625 814.4625

40

867.8375 822.8375

867.8625 822.8625868.4250 823.4250

868.4500 823,4500866.5125 821.5125

860.4625

860,9625

866.0125

866.0500866.0750

866.1000

866,1250

866,1500

866.3625

815.4625815.9625

821.0125

866,0500

866.0750

866.1000

866.1250

866.1500

821.3625

Seattle

5945,20

6063.80

6315.84

10715,00

10795.00

10995.00

11095.00

11215.00

11285.00

11445.00

11585,00

:requencyin MHz

EPSCA

5945.20

6034,15

6197.24 .

6286.19

10775.00

10795.00

10835.00

10955.00

11245.00

11285.00

11325.00

11445.00

VaNeycpm

5974.85

6004.50

6635.00

10795.00

10835.00

11285.00

11405.00

11525.00

11565.00

King

Counts

5945.20

5974.85

6004.50

6093.45

6197.24

6226,89

6256,54

6345.59

6675.63

6795.00

6835.63

10715.00

10755.00

10795.00

10915.00

11035.00

11075.00

11215.00

11245.00

11285.00

11405.00

11565,00

END OF EXHIBIT 3.

41

Exhibit 4

Cost Allocation Model

For the first year of PSERN System operation, rates to be paid by each User Agencyand Dispatch Center will be computed as provided in this Exhibit 4. The PSERNSystem annual operating budget and the number of public safety radios, otherradios, and consoles will be known quantities at the time the rates are computed.

Division of Budget Between Radios and Consoles

Percentage of annual budget to be paid with radio user fees = X.Percentage of annual budget to be paid with console user fees = Y.

X = [83% ofemployee-related costs in the PSERN System annual operating budget+ annual vendor costs for radio-related equipment] / PSERN System annualoperating budget x 100.

Y = [17% of employee-related costs in the PSERN System annual operating budget+ annual vendor costs for console-related equipment] / PSERN System annualoperating budget x 100.

Public Safety and Other Radio Rates

X% of the PSERN System annual operating budget will be paid with public safetyradio rates and other radio rates combined.

The other radio rate shall be 78% of the public safety radio rate.

X% of PSERN System annual operating budget = [12 x the monthly public safetyradio rate x the number of public safety radios] + [12 x the monthly other radio rate xthe number of other radios].

Console Rates

Y% of the PSERN System annual operating budget will be paid with console rates,

Y% of PSERN System annual operating budget == 12 x the monthly console rate xthe number of consoles.

END OF EXHIBIT 4.

42

Exhibits

List of User Agencies Eligible for Radio Exchanges

Auburn School District

Bellevue Community College

Bellevue School District

Cedar River Water and Sewer District

CityofAlgona

City of Auburn

City of Bellevue

City of Black Diamond

CityofBothell

City of Burien

CityofCarnation

City of Clyde Hill

CityofCovington

City of Des Moines

CityofDuvail

CityofEnumclaw

City of Federal Way

City of Issaquah

CityofKenmore

City of Kent

CityofKirkland

City of Lake Forest Park

City of Medina

City of Mercer Island

City of Newcastle

City of Pacific

CityofRedmond

CityofRenton

City ofSammamish

CityofSeaTac

City of Seattle

City of Shoreline

CityofSnoqualmje

CityofTukwila

City ofWoodinville

Covington Water District

Eastside Fire & Rescue

Eastside Hazmat

Enumclaw School District

Kent School District

King County

King County Fire District # 2

King County Fire District #4

King County Fire District #11

King County Fire District #13

King County Fire District #16

King County Fire District #20

King County Fire District #27

King County Fire District #28

King County Fire District #36

King County Fire District #43

King County Fire District #44

King County Fire District #45

King County Fire District #47

King County Fire District #51

King County Public Hospital District # 1

King County Public Hospital District # 2

King County Public Hospital District # 4

King County Water District #20

King County Water District #49

King County Water District S75

Lake Washington School District

Midway Sewer District

NORCOM

Northeast Sammamish Sewer & Water District

Northshore School District

Northshore Utility District

Public Health - Seattle & King County

Renton School District

Riverview School District

Ronald Wastewater District

Sammamish Plateau Water & Sewer District

Seattle Children's Hospital

Snoqualmie Nation

Soos Creek Water and Sewer

Sound Transit

South Correctional Entity

South King Fire and Rescue

43

EPSCA Tahoma School District

Federal Way Public Schools University of Washington

Harborview Medical Center Valley Communications Center

Hightine School District Valley Regional Fire Authority

tssaquah School District Valley View Sewer District

Kent Fire AuthoritySeattle Public SchoolsVeterans Administration

Seattle Colleges (formerly Seattle

Community College District)Airlift NorthwestEmergency Service Patrol

Seattle Housing Authority

Washington Poison Control Center

City of Maple Valley

END OF EXHIBIT 5.

44

Exhibits

Contact Information

King County:Chief Information OfficerKing County Department of

Information Technology (KC1T)Chinook Building401 Fifth AvenueSeattle,WA98104(206) 263-7887

City of Auburn:MayorCity of Auburn25 West Main StreetAuburn, WA 98001(253) 931-3041

City of Bellevue;MayorCity of Bellevue450 110th Avenue NEP.O. Box 90012Bellevue, WA 98009(425)452-7810

City of Federal Wav:MayorCity of Federal Way33325 8? Avenue SouthFederal Way, WA 98003(253) 835-7000

Citvoflssaquah:

MayorCity of (ssaquah130 East Sunset WayPO Box 1307Issaquah,WA 98027(425) 837-3020

City of Kent:MayorCity of Kent220 Fourth Avenue SouthKent, WA 98032 .(253) 856-5700

CityofKirkland:MayorCity of Kirkland123 51h AvenueKirkland, WA 98033(425) 587-3001

Cifv of Mercer Island:MayorCity of Mercer Island9611 SE 36th StreetMercer Island, WA 98040(206) 275-7993

City of Redmond:MayorCity of Redmond15670 NE851h StreetP.O. Box97010Redmond, WA 98073(425)556-2101

City of Renton:MayorCity of Renton1055 South Grady WayRenton, WA 98057(425) 430-6500

City of Seattle:Chief Technology OfficerCity of SeattleDepartment of InformationTechnology7th Fifth Avenue, Ste. 2700PO Box 94709Seattle, WA 98124(206) 684-0600

City ofTukwila:MayorCity of Tukwila6200 Southcenter Blvd.Tukwila,WA98188(206)433-1850

END OF EXHIBIT 6.